Contract analysis

Section 1.01 Defined Terms. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement (which Credit Agreement is governed by and construed in accordance with the laws of the State of New York). In addition, the following terms shall have the following meanings for purposes of this Agreement: "Agreement" means this Holdings Pledge Agreement, as it ma

Section 1.02 UCC Terms. Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings set forth in the UCC. Without limiting the foregoing, the terms "general intangibles," "investment property," "securities," "security entitlement," "securities account," "securities intermediary," "financial asset," "certificated security," and "uncertificated security" shall have the meaning

Section 1.03 Rules of Construction. The following rules of construction shall apply to this Agreement: (a) Section references are to sections of this Agreement unless otherwise expressly stated. (b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not be given any substantive effect in the interpretation or construction of this Agreement. (c) The word "inc

ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST

Section 2.01 Pledge. As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and continuing lien upon all of the Pledgor's right, title, and i

Section 2.02 Security for Obligations. This Agreement secures, and the Collateral constitutes security for, the prompt and complete payment and performance when due of all Secured Obligations, including, without limitation, all principal, interest (including interest accruing during any bankruptcy, insolvency, receivership, or similar proceeding, whether or not allowed or allowable as a claim in such proceeding), fee

Section 2.03 Continuing Security Interest. The pledge and security interest granted herein shall be a continuing security interest and shall remain in full force and effect until the Termination Date (as defined in Section 9.01 hereof). The pledge and security interest granted herein shall not be affected, modified, impaired, or released by reason of any of the following: (a) any amendment, modification, restatement,

ARTICLE III — DELIVERY OF PLEDGED EQUITY

Section 3.01 Delivery. On or prior to the date hereof, the Pledgor shall deliver or cause to be delivered to the Collateral Agent: (a) all certificates, if any, representing or evidencing the Pledged Equity, together with undated stock powers or transfer powers duly executed in blank by an authorized signatory of the Pledgor, substantially in the form attached hereto as Exhibit A (each, a "Stock Power"); and (b) if t

Section 3.02 Additional Equity Interests. If the Pledgor shall at any time after the date hereof acquire any additional equity interests in the Borrower (whether by purchase, capital contribution, stock dividend, stock split, conversion, exchange, or otherwise), the Pledgor shall promptly (and in any event within ten (10) Business Days after such acquisition) deliver to the Collateral Agent certificates representing

Section 3.03 Financing Statements. The Pledgor hereby authorizes the Collateral Agent to file one or more UCC-1 financing statements (and any amendments, supplements, and continuation statements with respect thereto) in any filing office in any relevant jurisdiction as the Collateral Agent may determine to be necessary or desirable to perfect the security interest granted herein. Without limiting the foregoing: (a) T

ARTICLE IV — REPRESENTATIONS AND WARRANTIES The Pledgor hereby represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, as of the date hereof and as of the date of each extension of credit under the Credit Agreement, that:

Section 4.01 Organization and Good Standing. The Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Pledgor's Delaware Secretary of State File Number is 7234891, and its Employer Identification Number is 85-3291047. The Pledgor has all requisite limited liability company power and authority to own, lease, and operate its propertie

Section 4.02 Authority and Enforceability. The Pledgor has full limited liability company power and authority to execute, deliver, and perform this Agreement, to pledge the Pledged Equity as provided herein, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Pledgor have been duly authorized by all necessary limited liability company action, inclu

Section 4.03 Ownership of Pledged Equity. The Pledgor is the sole record and beneficial owner of one hundred percent (100%) of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. The Pledged Equity is free and clear of all liens, claims, charges, encumbrances, and security interests of every kind and nature whatsoever, other than (a) the lien and security interest created by this Agreement

Section 4.04 No Conflicts. The execution, delivery, and performance of this Agreement by the Pledgor and the pledge of the Pledged Equity as provided herein do not and will not: (a) violate, conflict with, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of the Pledgor; (b) violate any applicable law, statute, rule, regulati

Section 4.05 Consents and Approvals. No consent, approval, authorization, order, registration, qualification, or other action by, or filing with, any governmental authority or any other person is required in connection with the execution, delivery, and performance of this Agreement or the pledge of the Pledged Equity as contemplated herein, other than (a) the filing of UCC-1 financing statements (and continuation sta

Section 4.06 Perfection. Upon (a) the delivery of certificates (if any) representing the Pledged Equity to the Collateral Agent, together with Stock Powers duly executed in blank, and/or (b) the filing of UCC-1 financing statements with the Delaware Secretary of State, the Collateral Agent will have a valid, perfected, first-priority security interest in and lien upon the Pledged Equity, subject only to Permitted Lie

Section 4.07 Litigation. There is no action, suit, proceeding, investigation, or arbitration pending or, to the knowledge of the Pledgor, threatened in writing against or affecting the Pledgor or the Pledged Equity before any court, governmental authority, arbitrator, or other tribunal that (a) challenges or seeks to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement, or (b) would rea

Section 4.08 Chief Executive Office / Location. The Pledgor's chief executive office and principal place of business is located at c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801. The Pledgor's organizational identification number assigned by the Delaware Secretary of State is 7234891. The Pledgor has not changed its name, organizational form, state of organization, or organizational identifica

Section 4.09 Nature of Equity Interests. The Pledged Equity consists of one hundred percent (100%) of the membership interests, shares of common stock, or other equity interests (as applicable) of Nexford Industrial Holdings Inc., a Delaware corporation (Delaware Secretary of State File Number 5765432; Employer Identification Number: 36-4178552). The equity interests constituting the Pledged Equity are either (a) "ce

ARTICLE V — COVENANTS The Pledgor hereby covenants and agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

Section 5.01 Protection of Security Interest. The Pledgor shall take all actions necessary or reasonably requested by the Collateral Agent to maintain the first-priority perfected security interest of the Collateral Agent in the Pledged Equity, including (a) making all necessary UCC filings (including continuation statements) with the Delaware Secretary of State and any other relevant filing office, (b) delivering to

Section 5.02 No Disposition. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed to the extent the applicable transaction is permitted by the Credit Agreement), sell, assign, transfer, exchange, pledge, hypothecate, or otherwise dispose of any of the Pledged Equity or any interest therein, or create, incur, assume,

Section 5.03 No Amendments to Organizational Documents. The Pledgor shall not, without the prior written consent of the Collateral Agent (which consent shall not be unreasonably withheld, conditioned, or delayed), amend, modify, supplement, or waive any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of the Borrowe

Section 5.04 Further Assurances. The Pledgor shall, at its own cost and expense, promptly execute and deliver to the Collateral Agent such further instruments, documents, and agreements, and take such further actions, as the Collateral Agent may from time to time reasonably request, to carry out the intent and purposes of this Agreement, to create, perfect, protect, and preserve the security interest created hereby,

Section 5.05 Notices. The Pledgor shall promptly (and in any event within fifteen (15) Business Days) notify the Collateral Agent in writing of: (a) any change in the Pledgor's legal name, state of organization, organizational identification number, or form of organization; (b) any change in the nature of the Pledged Equity, including any conversion from certificated to uncertificated form, or any reclassification, e

Section 5.06 Compliance with Credit Agreement. The Pledgor shall comply in all material respects with all obligations applicable to it in its capacity as a Guarantor under the Credit Agreement, the Guarantee Agreement, and the other Loan Documents. Without limiting the generality of the foregoing, the Pledgor shall deliver to the Collateral Agent, promptly upon receipt of a written request therefor, such information

Section 5.07 Payment of Taxes and Claims. The Pledgor shall pay and discharge, or cause to be paid and discharged, all taxes, assessments, levies, and governmental charges assessed against or imposed upon the Pledged Equity before they become delinquent or before any penalty attaches thereto; provided that the Pledgor shall not be required to pay or discharge any such tax, assessment, levy, or charge so long as (a) t

ARTICLE VI — VOTING RIGHTS AND DIVIDENDS

Section 6.01 Voting Rights Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing, and subject to the terms and conditions of this Agreement, the Credit Agreement, and the other Loan Documents: (a) The Pledgor shall be entitled to exercise all voting rights, consent rights, management rights, and other consensual rights pertaining to the Pledged Equity for any purpose no

Section 6.02 Dividends and Distributions Prior to Event of Default. Unless and until an Event of Default shall have occurred and be continuing: (a) The Pledgor shall be entitled to receive and retain, for its own account, all cash dividends, distributions, and other payments made on or with respect to the Pledged Equity, subject in all respects to the terms and conditions of the Credit Agreement, including the restri

Section 6.03 Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default: (a) All voting rights, consent rights, management rights, and other consensual rights of the Pledgor in respect of the Pledged Equity shall, at the election of the Collateral Agent (acting at the direction of the Required Lenders (as defined in the Credit Agreement)), immediately and without further notic

Section 7.01 Remedies Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Required Lenders, unless otherwise specified in the Credit Agreement) may exercise any or all of the following remedies, in any order and in any combination, in each case without demand, notice, or advertisement (except as expressly required by Sectio

Section 7.02 Notice of Sale. The Collateral Agent shall give the Pledgor at least ten (10) Business Days' prior written notice of the time and place of any public sale of the Pledged Equity, or of the time after which any private sale or other disposition thereof is to be made, which notice the Pledgor hereby acknowledges and agrees shall constitute commercially reasonable notice of such sale or other disposition. Th

Section 7.03 Waiver. The Pledgor waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Agreement by the Collateral Agent or any Secured Party; (b) demand, presentment, protest, and notice of nonpayment, dishonor, protest, and default; (c) any right to require marshalling of assets or to require the Collateral Agent or any Secured Party to proceed against any other person, to exha

Section 7.04 Application of Proceeds. The Proceeds of any sale, collection, or other realization of the Pledged Equity, and any other amounts received by the Collateral Agent in respect of the Collateral, shall be applied in the following order of priority: First, to the payment of all costs and expenses of the Collateral Agent incurred in connection with such sale, collection, or realization, or otherwise in connect

Section 7.05 Private Sale. The Pledgor acknowledges that the Pledged Equity consists of equity interests in a private company, that such equity interests are of a type that may be subject to restrictions on transfer under applicable federal and state securities laws (including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder), and that the Collateral Agent may be unable to

Section 7.06 Collateral Agent's Duties. The powers conferred on the Collateral Agent hereunder are solely to protect the interests of the Secured Parties in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall not have any duty or obligation to exercise any right or remedy hereunder or under applicable law, to preserve, protect, or insure the P

ARTICLE VIII — INTERCREDITOR PROVISIONS

Section 8.01 Intercreditor Agreement. The rights and remedies of the Collateral Agent under this Agreement are subject to and qualified by the terms and provisions of the First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, Pinnacle Trust Company, in its capacity as trustee under the I

Section 8.02 Permitted Liens. For the avoidance of doubt, the security interest granted herein is subject to Permitted Liens as defined in Section 7.01 of the Credit Agreement. Nothing in this Agreement shall be construed to prohibit or restrict any lien or encumbrance on the Pledged Equity that constitutes a Permitted Lien under the Credit Agreement.

ARTICLE IX — TERMINATION AND RELEASE

Section 9.01 Termination. This Agreement and the security interest, pledge, and lien granted herein shall terminate and be of no further force or effect upon the earliest to occur of (the date of such occurrence, the "Termination Date"): (a) the Termination Date as defined in the Credit Agreement (i.e., the date on which (i) all Secured Obligations have been paid in full in cash (other than contingent indemnification

Section 9.02 Release of Pledged Equity. Upon the occurrence of the Termination Date, the Collateral Agent shall, promptly upon the written request of the Pledgor and at the Pledgor's sole cost and expense: (a) return to the Pledgor (or to such person as the Pledgor may direct) all certificates, instruments, Stock Powers, and other documents constituting or relating to the Pledged Equity then held by the Collateral Ag

Section 9.03 Permitted Dispositions. If the Pledgor is permitted to dispose of any Pledged Equity pursuant to the terms of the Credit Agreement (including in connection with a disposition, merger, consolidation, or other transaction permitted under the negative covenants or any applicable exception thereto set forth in the Credit Agreement), the Collateral Agent shall, upon the written request of the Pledgor (which r

Section 10.01 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to any party under this Agreement shall be in writing and shall be deemed given in accordance with the provisions of the Credit Agreement governing notices thereunder. For purposes of this Agreement, notices shall be directed to the parties at the following addresses (or at such ot

Section 10.02 Amendments; Waivers. This Agreement may be amended, supplemented, restated, or otherwise modified only by a written instrument duly executed by the Pledgor and the Collateral Agent. No waiver of any provision of this Agreement or consent to any departure by the Pledgor from any provision hereof shall be effective unless in writing and signed by the Collateral Agent, and any such waiver or consent shall

Section 10.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW. Notwithstanding the foregoing, to the extent that the perfection, the effect of perfection or non-perfection, or the priority of the se

Section 10.04 Jurisdiction; Venue. The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each party hereto hereb

Section 10.05 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A)

Section 10.06 Successors and Assigns. This Agreement shall be binding upon the Pledgor and its successors and assigns (including any debtor-in-possession on behalf of the Pledgor), and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, the Collateral Agent may assign or otherwise transfer